A Rocky Past
by Moviemuncher
Summary: AU Expendables. Barney Ross visits his family, his real family. And is surprised at the the turnout. Will Toll have found his true love? Will Tool find a new best friend? Who knows?
1. Chapter 1

Chapter 1:

A/N: This fic is a sort of cross between Expendables and Rocky Balboa. This is not part of The Schizo series however and is more my fantasy world ramble. I hope it will be good enough for all you Expendables/Rocky/Stallone fans. I personally love all three, no matter what happens.

Barney Ross, BR. Rocky Balboa, RB.

Barney Ross had a mean punch, a tightly packed muscular body and a fighter's eye. He could pick out your weak spot, hit it and cripple you with his sheer power. Even the younger members of the Expendables knew better than to try and mess with his punch, in sparring sessions they'd rather suffer in silence from his round house kick than his left hook.

That's because Barney Ross's alter ego was Rocky Balboa. You see Barney was originally born in Philadelphia as Barney Ross but he moved to a more southern area of Philly when he was sixteen, enrolled in the Navy as Barney Ross but quit shortly afterwards. He worked his way through Gazzo's loan sharking business and fought his way through Mighty Mick's Gym as Rocky Balboa, a stage name. He became Rocky, acted soft and sweet. He fell in love too, with Adrian Panina and was best pals with her brother Paulie. He got a shot at the title and kept his false name Rocky Balboa and was nick named The Italian Stallion. He lost but a rematch was inevitable with Apollo's ego.

He won and continued his professional boxing career. He had a son, Robert Balboa Jnr. Only it wasn't really Jnr. Only four people knew that: Adrian, Paulie, Mickey and Apollo. Unfortunately and tragically only one of four is still alive. His brother in law Paulie, he hadn't spoken to him personally in a while but he did phone up and check, same with his son and even Little Marie and Steps.

Now he was Barney Ross once more, assassin team leader for hire. Few years back when he was sixty-one he called an old friend Tool. Wasn't his real name of course but it was the only one worth knowing. At the time Tool was still active with the current Expendables team, Gunnar Jenson, Lee Christmas, Yin Yang, Hale Caesar and Toll Road.

He took over as leader when Tool retired, the other guys didn't approve at first but Tool and he set them straight.

He remembered his first day quite clearly;

The man before him looked different; it had been forty-two years ago since he'd last seen him though. His grey hair was long instead of the black buzz-cut similar to what his had been. His face was lined but the skin was still taut. The once lean and straight body was slightly hunched, still muscular but stockier clearly built for power not speed.

He was pulled in a hug, he didn't use to accept that sort of contact but he'd grown lax in his forty odd years as Rocky. He hugged back slightly.

"Damn! Still firm brother! Welcome back anyhow Barney. How are you?" Tool exclaimed his grin widening.

"Oh good, Y'know. Stayed in shape and all, I can see you did. It's been a long time but anyway what about this team of yours?" He asked curious but damn he needed to stop saying 'Y'know' the old habit always popped up.

"Oh out at the mo'. Actually they should be back soon" Tool frowned thoughtfully and sat on an old sofa in the dusty tattoo parlour. He patted the cushion next to him indicating for Barney to sit. He did.

Tool got a six-pack of beer and handed Barney one. They drank from the cans slowly. They waited and talked meaninglessly for an hour and were silent for short period of time. Suddenly they could hear the purr of a modern motorbike and the mature growl of the old rebels.

A sleek Ducati pulled in the garage part of the parlour followed by an old Harley-Davidson pack of three and an old Honda. Five men dismounted they're bikes. Under the helmets he couldn't see their faces but one was short and thin, his hands showed his skin tone was an Asian complexion. Another short but lean man had white skin which was tanned. There was a ridiculously tall man who was extremely skinny. Two wider more muscular men, one black and the other a rather pale white man.

"Who's this?" Asked the short white man, he had a British accent, as they pulled off their helmets.

"This is Barney Ross, an old friend" Tool introduced. He grinned at them proudly showing off his friend.

"How old?" asked the tall man who was blonde and looked awfully like a particular Russian.

"Hey! Don't be rude" admonished Tool.

"He has a point" Yin butted in.

"Sixty-one" Barney interrupted; his Philadelphian accent was hushed until it was a blank American accent, placeless and rough. His voice growled similar to the old bikes only softer and definitely quieter. The broad black man whistled. The white broad man with the shaven head and cauliflower ears looked disbelieving.

"And your team leader is sixty-three so is there a problem?" Tool asked. They shook their heads.

"Will he be joining us?" asked the young British man. He looked slightly suspicious and resentful.

"Yes?" Tool seemed unsure, he looked to Barney,

"Yeah, I'll stick around for a while" He noticed the Asian man had disappeared. He turned when he heard light footsteps behind him; his arm automatically shot forward in a nasty jab, his face was a meaner snarl. He hit flesh, muscular taut flesh but soft none of the less. It would leave a nasty mark.

The owner of the flesh fell upon impact, his small body not being able to cope with this completely new sort of strength, only Gunnar had hit Yang with some sort of power and that was a lot softer than this. Rocky would have apologised but Barney didn't.

"Ouch" The man griped from the floor head still reeling. The others started forward but Tool looked at them sternly and stood slightly in front of Barney. They stopped but glared at Barney.

"What were you doing?" Tool asked demanding an answer from the man.

"Nothing, I was just... going to sit on the table behind you" he lied.

Tool narrowed his eyes but let is slide, for now.

"Anyway, introduce yourselves" Tool said smiling lightly once more.

The tall blonde spoke first.

"I'm Gunnar Jensen" His voice was rough and quiet.

"I'm Hale Caesar" The large black man said in a clear voice which wasn't as deep as Jensen's.

"Toll Road" The large white male mumbled, his voice was deep but loud even when mumbling.

The British man rolled his eyes and let the Asian man introduce himself.

"I am Yin Yang"

"And I'm Lee Christmas"

Barney didn't even smirk at the last name which Lee amended got him some respect, not much however.

"You hit hard, very hard" Yin stated although it sounded a little like an accusation.

Barney nodded, well he was a boxer after all and had just lost the 'exhibition match' against the current 'paper' heavyweight champion (Since it wasn't a 'real' fight Rocky never actually lost the title) Mason Dixon but he'd kept to the training for an extra two months and now here he was. His sheer bloody power caused quite the bit of blunt force trauma. Unfortunately Duke Evers had passed away two weeks after his match and obviously wasn't his trainer during that time, he and Steps had managed pretty damn well though. He'd grieved briefly but he'd recovered swiftly due to his experience with losing people and of course the strength of his heart. It had hurt and still sent pangs to his heart but he wasn't in a constant state of grief.

"Not going to apologize?" Christmas asked. His eyebrows were raised in a defensive manner.

Barney shook his head, no he wasn't going to apologise.

Barney shook his head like he did all them years ago, to clear his mind. He though about his son, when he said he hadn't seen him in a while, five years was in fact longer than a while. He missed him a lot, he missed Adrian a lot and of course all of his old friends dead or alive. Maybe when he retires he will move back to Philly and spend the last of his days with his son and Paulie, hell maybe even his grandkids if Robert settled down and has children.

Huh he never thought he'd be a granddad, maybe he still won't he could die in his line of business; die of old age or of a disease. He could die through many causes before his son had kids. Maybe he should look into that. Not while the team were around. In fact now was good since he was at home and on his own.

/-/

Lee and Yang were sat on the counter across from the table where Toll and Gunnar leant against. Tool was sat on the sofa to the left and Caesar was stood behind the sofa eyes flickering to the TV, Tool and the rest of the group.

"I know this isn't exactly regular, the lot of us. But remember Vilena?" Lee asked hinting at something.

"Yeah, it was only a month ago" Gunnar replied with his ever so subtle sarcasm.

"Did anyone else notice how Barney looked at Sandra? It was weird" Lee asked he was truly curious, also it was a little weird to see a sixty-plus year old man look all gooey eyed at a woman who was barely thirty.

"Well yeah, and the way he wouldn't let us blow up the building til she was clear. Anyone else would have been sky-high by then" Caesar agreed. He screwed his forehead up in thought. Tool rolled his eyes but he had to admit he was curious about Barney's fascination with the woman.

"Mmm true" Yin stated. Gunnar just sort of nodded his head.

"Has Barney ever been married? Or had a long-term relationship?" Gunnar asked Tool. Tool shrugged.

"If he had then he kept it quiet. He didn't have the tan line when he came here"

/======================/===============

"Oh really? Well Jnr how about I come down and see how the restaurant is going?" Barney acted like Rocky, his Philly accent heavy and slurring.

"Mmm, sure. When? I mean I know Paulie has been missing you and Marie has been asking about you, so has Steps, the lot. I mean poor Punchy, you left him with Steps all alone" Robert rambled in excited caution.

"Soon, I'll clear it with work and take a few days to come down and help you with all the stuff. Does Little Marie still work at the restaurant?"

"Urm... not really. Sometimes she does the day shift on week ends but even that doesn't happen often. Only when she hasn't got any money really. She says since you're not here, people think she's just sponging off you. She even stops eating here unless she can pay full price with a heavy tip" His son relayed to him.

"Oh, well that has to be fixed. Get her to come in with Steps this week end I should be there by then. I'll talk to her" Barney heart twisted at the fact Little Marie thought she was taking advantage, he wouldn't have offered if he didn't mean it. That was something both his ego's had in common.

"Sure, I did try to say it was ok but she wouldn't listen" Robert told him.

"It's ok, really. I'll see you soon son, I love you" Barney said his good byes.

"Yeah I love you too" Robert hung up.

Time to clear it with Tool; the official story was he was going for a brief holiday. Possibly a week long but no longer than two.

/============/===============

"Maybe he had a wife but they divorced a couple of years before he came here" Gunnar suggested.

Tool shook his head, he didn't think so.

They heard the grumbling roar of Barney's big old chopper as he pulled in.

"Hey brother" Tool called not even making an effort to move.

"Hey Tool, guys, anyway I'm gonna be taking a short break. Clear my head y'know (Damn!) and just relax for a while" Barney told them Gunnar nodded as though he though it was reasonable. He wasn't asking for their permission though, just letting them know.

"Sure Barney, how long are you thinking?" Tool asked.

"A week maybe, not too long though. I'll be back before two weeks are up; if anything changes I'll let you know" Barney shrugged.

"Well when are you leaving?" Tool questioned.

"I was thinking tomorrow" Barney told him, damn his Philly accent crept in slightly there. Okay more than slightly. He noticed how the guys furrowed their eyebrows and frowned at his new accent. Well new to their ears.

"Okay, you wanna stay here for a while?" Tool invited sounding slightly hopeful.

"Nah, I think I'll go to mine" Barney said. Then he lamented.

"In a short while anyway" Tool nodded and automatically got him a beer.

"So Lee, when are you going to propose to Lacy?" Yin asked.

"Um... dunno, soon? Maybe?" Lee seemed a little taken aback at the change of topic, or rather the focus of the topic.

"Oh, well ok" Yin nudged Gunnar with his foot.

"What about you Toll? Got a girl yet?" Gunnar asked grinning cheekily.

"Yes actually, she's called Mia" Toll said looking confused as to why Gunnar asked him. Then it dawned on him.

"You Caesar?" Gunnar was still grinning.

"Nah"

"Me either" Gunnar said.

"Nor me" Yin chipped in.

"What about you Barney? Actually have you ever been married or something?" Lee asked.

"Never married" It killed him to say it.

"Oh right"

"Well... what about Sandra?" Lee asked knowing he was treading dangerous waters.

"What about her?" Barney rumbled seemingly unbothered. He was bothered; she had reminded him of Adrian. Always doing what she deemed right. Sandra stuck to her country and tried her best the same way Adrian did for Paulie. Her dark hair and light brown eyes only pushed his vision of Adrian further. Lee shook his head.

"Doesn't matter"

Barney left it. He drank is beer and watched some of a baseball game with Tool before leaving.

A/N: Okay around 2,300 words not including A/N's. What do you think? Please review.


	2. Chapter 2

Chapter 2:

A/N: Hello again. Thanks to my readers. But time to press on.

Robert couldn't wait to see his dad, they hadn't always gotten along but they truly loved each other. His dad had a big heart and had roped Marie and Steps into their little family. Their family now consisted of him, his dad, Paulie, Marie, Steps and Punchy.

He should be arriving shortly according to his dad. His dad said he'd hear him arrive. No doubt he would by the shouting of his fans.

Instead if the fans though it was a loud grumbling roar of a motorbike engine and then the shouts from the fans. Marie and Steps looked at Robert and at the door of Adrian's. Marie stood up as his dad walked through the door. She ran to him and gave him a massive hug. Barney picked her up as he hugged back gently but tightly. Steps walked over with his son.

"Yo, Little Marie, Steps! Not seen youse in along time. How are you doing?" Barney swept Steps into the hug and winked at his son.

"Good" Little Marie lied. Steps rolled his eyes.

Barney raised his eyebrows at her.

"Is that why you ain't been eating or working at my restaurant?" He said it jokingly but Little Marie's face crumpled.

"I don't want people to think I'm a no good sponger" She told him looking sad.

"Look, who cares what they think? It's my restaurant and I asked you to work here and invited you for dinner" Barney told her seriously. Then he moved to his son and pulled him into a massive hug, he picked him up too.

"Whoa! Let me down dad" Robert protested but he hugged back as hard as he could.

"Yo, where's Paulie?" he asked looking for his old friend and brother-in-law.

"He should be here shortly" Robert said squinting to look outside. It was evening already and dark.

"Rocco!" called a slurry familiar voice. It came from behind them. They turned from the front door and saw Paulie, drunk and messy as usual these days.

"Hey Paulie, how you doing?" Barney asked wary of Paulie's reaction. Paulie's face darkened.

"Like you care! What did you do? You ran away five years ago and never looked back! Why did you leave your best pal here to rot? You knew I needed you! I always have needed you!" Paulie accused stumbling forwards before tripping onto Barney .

"Paulie!" Barney exclaimed as he caught his friend.

"Paulie I'm sorry but I had too, I couldn't stay here all my life" Barney tried to explain.

"Sure, Ross" Paulie whispered into Barney's chest. He heaved himself away and onto an empty chair before he passed out.

/==========================/============

"Why's he going into the restaurant?" Gunnar asked. They had followed Barney in cars, newly bought second hand cars. A normal Ford Mondeo Titanium, normal, average but quick car and two more cars, a Chevy pick-up truck and a Vauxhall Insignia. All of them big roomy cars.

They all watch Barney pick up a small woman in a huge hug, then after a few minutes he swept a caramel skinned young man into his arms too. After he spoke sternly to the woman he pulled a pale lanky man with black hair into his arms and gave him a massive hug too. They looked slightly similar despite the huge differences in build; while Barney was short and muscular the other man was tall and lanky.

They saw all of them turn to look expectantly at the door but turned as some disturbance went on behind them. Then they saw a man around Barney's age, although not as well kept, stumble forward shouting and obviously drunk, the man tripped straight into Barney who caught the man. They didn't notice the brief exchange of words between the two before the drunken man hauled himself into a chair before passing out. Fortunately the chair was against the wall and didn't let the man fall to the floor.

"Damn! Is that his son?" Tool guessed looking at the lanky man.

"Could be" Toll replied more to himself than anyone else.

They saw Barney turn to look at the lanky man again, they exchanged words, Barney kept looking at the passed out man concernedly.

He seemed (to them anyways) unnaturally concerned for the drunks health. It was unusual to see Barney showing outright concern. Sure they knew he cared and he had their backs, always on their six as the Marines used to say.

The woman turned round to Barney and spoke once more, a lighter expression on her upset face. Toll seemed fixated on her eyes for some reason. Gunnar wolf-whistled.

"Shuddup" Toll muttered. Lee smirked.

"Who's hungry?" Tool asked with a big smirk staring at the little diner. Lee shook his head in disbelief.

"Sure" Yang piped up.

/====================/=========

"Good to see you Rock" Little Marie said her face brightening from its glum look.

Barney just smiled at her; he missed the easy familiarity between families. Paulie snored loudly causing a few guests to stare at him in disdain and in some cases unwelcome disgust. Barney looked at them defensively,

They turned back to their meals as the door bell chimed. Rocky turned and looked at the newcomers, Tool... Damn!

Little Marie stepped in to welcome the guests.

"No, Little Marie let me" he stepped in. Little Marie stared at him reproachfully, she thought he was being protective, in a way he was but not because they were big men, because they were his other friends. She didn't need to know about his other identity, his real identity.

"Hello, I'm Rocky Balboa, would you like a table?" Barney said pointedly. Tool smirked but looked at him oddly. So did the others.

"Sure, big enough for all of us" Tool stated. He played along with Barney's game but what the hell was he up to? Maybe he was flying solo for a while, maybe he's under cover to get close to someone, maybe the people he'd hugged were in on it and playing along. Yeah, maybe.

Barney led them to a table, a large one at the back, away from his family.

"What in the name of all that's bloody holy are you playing at?" Rocky snarled, his back to the customers and his family, he made sure his posture was relaxed. No need to cause a scene.

"Could ask you the same thing Rocky" Tool said no longer joking. Gunnar was frowning in concentration, Lee was searching the place with his eyes, Yin looked nervous and curious. Caesar was staring at Toll who in turn was staring at Little Marie, who, when Rocky turned to look, was blushing at the not so subtle attention. Steps was glaring in their direction but was pre-occupied with waking Paulie up with Robert.

"It's got nothing to do with what I'm doing. Did you follow me? Of course you did-"

"Hey Rocco! Would you mind taking a picture with my son?" A customer yelled from the front.

"Err... sure, I'll be right over. Don't tell them who I really am, I'll explain later" Barney warned.

He walked over trying to keep cool, he posed with the kid who was barely a teen, and his green eyes glittered with admiration and his smile a mile wide. He signed the kids little notebook too. He ruffled the kid's hair as he walked back to the team to take their order. He stopped to look around and at Paulie who was slowly returning to awareness. It was funny, he thought, he'd seen Paulie like that in thousands of situations. One that stuck out the most was where Paulie had been arrested for drunken disorderly behaviour and criminal damage. Barney had paid for the arcade game to be replaced and paid Paulie's bail. Paulie had cursed his and Adrian's name that day. Blessed, beautiful Adrian who he missed everyday.

He turned his back on the small family of his and headed towards his team, they were talking amongst themselves quietly. They were garnering a few weird looks from other customers. Barney smiled before remembering that the Little Rascals were up to something.

"You ready to order yet?" he heard Little Marie ask the guys.

"Erm, what do you recommend?" Barney heard Toll reply unsure. He got the feeling Toll was nervous.

"Well...'It's all edible' as my good friend would have it" Marie replied still blushing from Toll's intense gaze and nervous energy.

"Erm... the spaghetti" Toll decided sounding unsure.

"Rigatoni please" Caesar piped in.

"Ok, you guys?" Little Marie said jotting their order down.

"Lasagne please Miss" Lee said politely.

"Oooh... all, mostly Italian. Ermmm... Lasagne" Tool slowly decided.

"Definitely spaghetti" Gunnar hummed.

"Same" Yin chipped in.

"That's a lot of spaghetti. Ok so two lasagne's, one rigatoni and three plates of spaghetti. That's right ain't it?" Little Marie asked.

"Yeah" Toll said a little dreamily. Barney narrowed his eyes as did Steps who had basically crept up on Barney and stared at him gauging his reaction.

"Drinks?"

"Six bottled beers, brand? Surprise us" Tool ordered. Steps raised his eyebrow. Barney chuckled at his friends.

"Okay, your order shall be with you shortly. Call me or other workers over if there is a problem" Little Marie walked away with the order. Toll stared after her. Steps scoffed and walked towards Robert and Paulie.

Barney stalked towards his other friends. Scowling.

"What?" Tool asked cheekily knowing he'd pushed at the boundaries.

"You know damn well what. I'll talk to youse later; finish your order and go. Where are youse staying?" Barney asked his Philly accent getting thicker.

"Erm... nowhere yet. I'll text you when I know" Tool said. Gunnar and Yin exchanged 'eek!' faces.

Barney stalked off to talk with customers, his son and his surrogate son Steps, Little Marie and a multitude of old and new faces.

The guys were a little shocked to see him socially interact with so many people.

"So... The waitress, huh Toll?" Lee asked sardonically.

"What?" Toll asked warily.

"You like her man" Caesar said matter-of-factly.

"So?" Toll said defensively.

"So ask her out. What's the worse that can happen? Barney or that kid decks you?" Gunnar chipped in.

"Barney's worse" Tool said.

"Well yeah, hey Tool has Barney ever punched you?" Toll asked changing the subject, hopefully.

"Yes. After Bosnia, I punched some drunk because he said summat and Barney hit me for him. Hard too. Matter of fact, I think it was that drunk" Tool said pointing at Paulie.

"Barney helped him home, gave him some money and told him to chill. It was odd but I didn't ask. Of course he did punch me on one other occasion, well outside of sparring that is, when I woke him up. Never do that kids" Tool joked.

"Why'd you wake him up?" Lee asked nonplussed as to why Tool had managed to be in the same room as Barney when the man slept. Hell, the guy didn't sleep.

"Erm... I was... stupid. He was drunk and I wouldn't let him drive so he slept on my sofa, the next day, I've got a hangover and stupidly woke Barney up so I could sit on the couch. I grab his shoulders and sort of give him a violent shake. And his fist shot up and broke my nose" Tool said.

Gunnar burst out laughing while the rest dissolved into not-giggles. Tool scowled good-humouredly but smirked when he saw the weird looks they were getting from staff and customers alike.

"Rocky! May God bless you" They heard a deep rough voice exclaim.

"Hey Spyder Rico, what did I say about you being a guest?" That was Barney.

"To sit down and not help, but I'm not happy like that. Let me clean, I'm among friend's" The man argued.

"Whatever, jus' don't drown okay?" Barney said loudly. They were quite surprised they heard it before they realised that the place was silent and staring at them.

"Awkward" Toll whistled. Little Marie walked up with their beers.

"Here you go guys, enjoy and your food will be here shortly, when Rico stops washing the clean dishes as well" She said frowning but with humour in her eyes.

"Hmm" Toll hummed, he simply couldn't get the words out.

"Any questions?" she asked sweetly and the guys zoomed in on Toll. But when they realized he wasn't going to say anything, asked their own questions.

"How do you and Rocky know each other?" Tool asked.

"Erm, he was friends with my older brother in his early thirties. When I was thirteen I hung round shop corners smoking with some idiots, well I realize that now, and Rocky walked me home and gave me some advice; stop smoking, drinking and hanging round with idiots or I'd get a reputation of being something I ain't." Marie smiled.

"What did you say?" Lee asked.

"I said goodnight and 'Screw you, creepo'" Marie said sounding a little ashamed.

The guys chuckled.

"But Rocco has a heart of gold y'see and gave me this job. Won't let me leave either" she smiled fondly.

"Really?" Caesar asked.

"Not in a bad way" she misinterpreted, "but because I struggled a lot with my kid Steps. He invited us around, gave me a job, kept Steps occupied and I thought everyone thought I was a sponger" Marie shrugged.

"Who's that guy?" Gunnar asked looking at the dark haired young man.

"That's Rocky Jnr, but don't call him that. It's Robert" She told them.

"Ok, thank you Miss Marie" Caesar said.

Their order arrived shortly and they quickly finished up, paid the bill with big tips from each for Marie. Toll's being the largest of course.

Tool quickly found them a reasonable hotel, Philadelphia not being famous for its tourist's. They quickly settled into their rooms and Tool texted Barney the location.

Barney arrived barely an hour later.

"What do you think you're playing at?"

A/N: Sorry for the cliff-hanger. Please review, next chapter coming hopefully soon.


	3. Chapter 3

Chapter 3:

A/N: Hi again, thanks to my sole reviewer kendra151. And my other viewers besides.

"Calm down" Tool advised sagely. Barney's head snapped to him angrily. The others glared at him, 'smart words Tool' resonated through their heads in many variations such as 'great going jack-ass' or 'real clever man, real smooth'.

"What were you doin' in my restaurant?" Barney said, still angry. Just not in a terrible rage like when he stormed through the door.

"Well, I though Philadelphia was great this time of year, and it is overall too. Good people, but then we saw you...ok I lied, we followed you" Tool started to ramble before giving up and telling the truth.

"Course you did, why?"

"Sit down, we can explain" Tool tried.

"We're sorry man, just sit, like Tool said, and we'll talk" Caesar said tentatively.

Barney refused silently.

"Right, we wanted to know where you were going" Lee said simply. Barney stared at him, his expression said 'continue'.

Lee paused slightly. The others didn't speak up.

"Erm, I was curious about your fascination with Sandra. And as it turns out so were the others. So then, we asked Tool whether he knew if you'd been married. He didn't know and we've never seen a ring or tan-line suggesting so... We hoped this trip would lead us to an answer" Lee explained, honesty being the best policy.

Barney's eyebrows rose. First being sceptic, then in disbelief.

"You could have asked" he replied, slightly gob-smacked.

"And you'd have answered honestly? Seriously though, we thought it might be a sore subject" Lee countered.

"And following me to find out wasn't going to end in a tangle of sore subjects?" Barney asked fairly.

Lee, and the others, had no answer to that.

"I'll see youse later. Don't go 'round asking questions. Just meet me at Adrian's, the restaurant, at no earlier than ten am. It won't be open to customers so just tell Little Marie that you're friends of Rocky's. Said to let them in. She'll come ask me if she doesn't believe you" Barney ordered before leaving.

"Bye..." Gunnar mumbled as the door shut.

"I think we've thoroughly pissed him off" Yin said matter of factly, to multiple eye rolls.

/-/

"Admit it Toll, you fancied her, do fancy her" Caesar said to his mate as they sat in the pick-up, Caesar driving steadily. Slower than their friends in the front two cars.

"I don't. Mia, remember?" Toll argued.

"Yeah, but that doesn't mean anything and you know it. Or there wouldn't be relationships like Lee's and Lacy's. Well more specifically, there wouldn't be people like Lacy" Caesar pointed out smirking. He knew his mate was wrapped around Little Marie's finger, even if said friend didn't.

"True, but I still do not fancy Marie."

"Whatever mate, we both know the truth. But you've got to admit to it sooner or later. Like Lee said last night after Barney left 'Honesty is the best policy after all'. So, when are you going to tell her?" Caesar couldn't resist asking.

"I'm not, I never will because it's not true" Toll said with forced calm as Caesar turned on to another bleak Philadelphian street.

And pulled up.

They exited the vehicle.

"Tell her" Caesar advised stepping ahead.

Toll scowled.

The group gathered outside Adrian's at exactly half ten am.

Tool opened the door, Little Marie turned.

"Oh you're the guys from last night, I'm sorry but we're closed, did you need something?" She asked politely, looking smart in a woman's skirt suit.

"Yeah, we're friends of Rocky's. Could you get him for us, he told us to meet him here. Could you get him for us please?" Gunnar asked, just as politely.

"Sure, give me two minutes" she gave a short, sweet smile and disappeared. Toll thought so especially.

Caesar gave him a knowing look. Toll scowled at him harder.

But this time he was met with smirks from the whole group. They liked to pretend they were immune to emotions but they weren't, and they could see adoration a mile away. Lee practically dripped with it when he spoke of Lacy; they all knew what it looked like.

Little Marie returned with Barney.

"Hey, Yo guys. How youse doin'?" Barney said easily with a deep Philly accent, like last night.

"Good," Tool replied.

"Pretty good, yeah" Gunnar agreed.

"Very well" Yin smiled.

Caesar smiled broadly and Toll just nodded.

"Alright" Lee shrugged.

"Y'know, I never did get your names?" Little Marie interjected, the question obvious.

"I'm Tool, lovely meeting you."

"I'm Gunnar Jenson."

"Yin Yang." Yin smiled slightly.

"Hale Caesar ma'am" Caesar winked.

"I'm Lee Christmas, and this is my good mate..."

"I'm Toll, Toll Road" Toll said, not quite flustered.

"Although I'm pretty sure you already know I'm Marie" she responded with kind smiles for each of them. In particular Toll. To the other guy's amusement.

But apparently not Barney's.

"I'll be back later Little Marie to help out, c'mon guys. I'll show youse about" Barney said, and gestured for them to follow.

They looked pointedly at the three available cars, he shook his head though. He liked to walk in Philly, it was rather fitting considering he'd walked everywhere in Philly since he was a boy up until his late thirties when he moved away, and back in his early forties when he'd moved back after the Drago fight.

Lee followed first, didn't question the preference to walk. Neither did Tool although he was slower to comply. Gunnar and Yin followed suit. Caesar pushed his mate ahead of him and forced him to walk faster as Toll was distracted by staring at Marie, who smiled and waved, blushing.

Barney didn't show them about, he took them to a pub, Lucky Seven's Tavern. Or Andy's bar as it was proclaimed by the local drunks and adults over thirty.

"Here we go, order a beer or somethin'" Barney suggested as he went and spoke to an old man in a wheel chair.

And then, Yin noticed how oddly and different Barney was dressed. He had a loose leather jacket, well loose being it was open and had no design per say, a black Dempsey shirt and really dark coal coloured jeans. And a hat, one of those Baron hats, darkly coloured too.

Unusual, but then he started talking the old man with a chirpy smile and tone. Which was way more unusual.

When he returned to the Expendables conversation it was normal-ish. Just some ribbing, of Toll.

"C'mon man, Marie totally had eyes for you" Caesar declared loudly.

All Toll could think was thank God the music is so loud.

"Yeah, totally. Now all you gotta do is talk to Mia, get rid of her and then... get on her kids good side, I'm sure Barney will help there, and then ask her out. Or, or just skip all steps and ask her out, then be rid of Mia, then win round her kid" Tool instructed. With a deadly serious face.

"What's the worst that can happen?" Gunnar smirked.

"He'll never know if he doesn't try" Lee had his input. Toll glared at them all, they were right, but they did not need to know that, yet.

"No."

"Miserable Toll, miserable" Yin added.

Then Barney came and joined them at their booth, the only one without a drink was Yin. And even Lee only had a cola.

"Hello..." Gunnar edged.

"Hello" Barney repeated.

An awkward silence settled.

"Well, you must have questions. Get them over with already" Barney suggested forcefully. They shared glances of many kinds ranging from dubious to worried.

"Were you married?" Lee asked after a small pause.

"Yes, to Adrianna Pennino. Her brother Paulie and I have always remained close, especially when she-" he swallowed his grief-"passed away." Besides the noticeable gulp, there was no expression on his face.

"Why were you... fascinated... by Sandra?" Yin asked uneasily.

"She reminded me of Adrian, always sticking up for what's right" he said clearly, but with such a dull, down-trodden tone.

"Right. Who are you really?" Caesar asked, trying to steer it off the sore subjects.

"Barney Ross. Born in the north area of Philly, moved down to the south later on in life, I became a soldier but I'd been training to be a boxer before and during then. When I left the army I rejoined Mighty Mick's Gym, another friend of mine, also passed away. I got a title shot with my stage name Rocky Balboa, who I'd become when moving. I need a change. But I lost in the last round, Apollo couldn't take that he'd almost been beaten by a 'club fighter' so he set up a re-match. Which I won, by a second. I've held the world title twice, technically still do since no one has won it from me. Mason Dixon was an exhibition but I still hold that he won that title from me, he deserved it. He was a true champion, he had heart" Barney shrugged, his face lighting up slightly at the mention of a true champion.

The team had raised eyebrows in disbelief, shock and a little bit of awe.

"That would explain the fist work" Toll said.

"It would, now ask Little Marie before you spontaneously combust would ya'? It's starting to bug me, woman deserves to know" Barney said with a knowing, mock glare.

Then he stood and started to leave.

"See youse later, don't go causing trouble now" Barney said with a happy, warm voice.

"Rocky must be as soft as hard as he can hit" Gunnar nodded sagely.

"Haha, now you gotta' ask her" Caesar laughed.

Toll pulled a face.

"Gimme the truck keys" he muttered to him.

"What for?" Caesar frowned at him.

"I'm going to go talk with Mia" Toll said truthfully.

Caesar practically shoved the keys into his hand, and him from the seat.

/-/

Toll had been driving for a little while now, and he'd finally pulled up outside Mia's. It was half three pm, she was already home.

He left the truck, dreading knocking on the door. He hadn't seen her for three weeks and that's what was making it worse. He'd have to apologize and then nullify the apology by telling her he was leaving her.

He knocked on the door slowly and heavily.

She answered quickly.

"Hi, hey Toll..." Mia stopped. She was a beautiful red-head in his opinion. Slim, pale with blue eyes, a small nose and pouty lips. In comparison to short, mousy-haired Marie people would think he'd gone mad.

"Hey Mia, can we talk? It's kind of important" he asked gravely. And she picked up on it quickly.

"You want to leave me?"

He just stared sadly at her.

She sighed and allowed him in.

She led him to the front room and they sat on the couch facing each other.

"Why?"

Such a simple question, such complicated answers. And feelings.

"I just can't Mia. My job, we haven't seen each other in three weeks until now and before that, well it was hardly regular" Toll said. It was only partly true, in fact he was doing this so she could keep her self confidence, knowing she'd been replaced would only knock her further down.

"Okay, but Toll, are you sure? I'm willing to try" she preached.

"I'm definite. I'm sorry." He couldn't change his mind.

"Are you sure it's because of your job? Have you met someone else? Is it both?"

Toll just stared.

"Okay. Could you show yourself out please" she muttered. She didn't sound bitter just sad.

"I am sorry Mia."

A/N: So Toll did the right thing, sort of. He went and told Mia, he didn't just call or text her. He had decency did he not? So please review.


End file.
